23 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: Information required by Item 10 of Part III is incorporated by reference from the information to be contained in our proxy statement for the 2024 Annual Meeting of Shareholders (2024 Proxy Statement) that the Company will file with the Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.
+Added: Information required by Item 10 of Part III is incorporated by reference from the applicable information to be contained in our proxy statement for the 2025 Annual Meeting of Shareholders (2025 Proxy Statement) that the Company will file with the Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.
Pursuant to General Instruction G(3), certain information concerning executive officers of the Company is included in Part I of this Form 10-K, under the caption Information about our Executive Officers.
+Added: Insider Trading Arrangements and Policies
+Added: We have adopted an Insider Trading Policy governing transactions in our securities by our directors, officers, and employees, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations and Nasdaq listing standards.
+Added: The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.1.
Executive Compensation
−Removed: Information required by Item 11 of Part III is incorporated by reference from the information to be contained in the Company’s 2024 Proxy Statement.
+Added: Information required by Item 11 of Part III is incorporated by reference from the applicable information to be contained in the Company’s 2025 Proxy Statement.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Information required by Item 12 of Part III is incorporated by reference from the information to be contained in the Company’s 2024 Proxy Statement.
+Added: Information required by Item 12 of Part III is incorporated by reference from the applicable information to be contained in the Company’s 2025 Proxy Statement.
Certain Relationships and Related Transactions, and Director Independence
−Removed: Information required by Item 13 of Part III is incorporated by reference from the information to be contained in the Company’s 2024 Proxy Statement.
+Added: Information required by Item 13 of Part III is incorporated by reference from the applicable information to be contained in the Company’s 2025 Proxy Statement.
Principal Accounting Fees and Services
−Removed: Information required by Item 14 of Part III is incorporated by reference from the information to be contained in the Company’s 2024 Proxy Statement.
+Added: Information required by Item 14 of Part III is incorporated by reference from the applicable information to be contained in the Company’s 2025 Proxy Statement.
Exhibits, Financial Statement Schedules
19 unchanged sentences
and Michael Sousa.
−Removed: HealthStream, Inc.
−Removed: 2023 Cash Incentive Bonus Plan
Form of HealthStream, Inc.
Restricted Share Unit Agreement (Time Based) under 2022 Omnibus Incentive Plan
+Added: HealthStream, Inc.
+Added: 2024 Cash Incentive Bonus Plan
2016 Omnibus Incentive Plan.
11 unchanged sentences
and SunTrust Bank.
−Removed: Form of HealthStream, Inc.
−Removed: Restricted Share Unit Agreement (Performance) under 2016 Omnibus Incentive Plan between HealthStream, Inc.
−Removed: Edward Pearson
−Removed: Form of HealthStream, Inc.
−Removed: Restricted Share Unit Agreement (Performance) under 2016 Omnibus Incentive Plan between HealthStream, Inc.
−Removed: and Michael Sousa
+Added: Letter Agreement, dated as of January 30, 2025, between HealthStream, Inc.
+Added: and Michael Collier.
+Added: Letter Agreement, dated as of January 28, 2025, between HealthStream, Inc.
+Added: and Trisha Coady.
+Added: Letter Agreement, dated as of January 28, 2025, between HealthStream, Inc.
+Added: and Kevin O'Hara.
Form of HealthStream, Inc.
13 unchanged sentences
Amended and Restated Credit Agreement, dated October 6, 2023, by and among the several banks and other financial institutions and lenders from time to time party thereto and Truist Bank, as administrative agent
+Added: HealthStream, Inc.
+Added: Insider Trading Policy
Subsidiaries of HealthStream, Inc.
24 unchanged sentences
Incorporated by reference from exhibit filed on our Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2023, filed with the SEC on April 27, 2023.
+Added: Incorporated by reference from exhibit filed on our Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2024, filed with the SEC on July 25, 2024.
Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated May 31, 2016.
4 unchanged sentences
Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated October 28, 2020.
−Removed: Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated May 16, 2018.
Incorporated by reference from exhibit filed on our Annual Report on Form 10-K, for the year ended December 31, 2020, filed with the SEC on February 26, 2021.
40 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.